CODE OF ETHICS

• Change Control:
  • Identification and description:

• Version log

• Objective

This Code of Ethics (hereinafter referred to as the “Code”) establishes the values and principles that will apply to the activities of the CLIKALIA GROUP (hereinafter referred to as “CLIKALIA”).

The Code establishes guidelines for conduct so that, with due diligence and integrity, Clikalia members can avoid or minimize the possibility of irregular practices, both in relation to the resources used and the activity carried out.

• Presentation of the organization

The purpose of the Code of Ethics is to establish the vision and values of an organization and serve as a guide for the actions and behavior of employees and management. Clikalia's Code is established as the cornerstone of internal regulations and respect for social values, compliance with the law, and the prevention of violations. Any questions regarding the interpretation and application of Clikalia's other internal regulations should be resolved based on the values and principles established in this Code and Clikalia's internal procedures.

This Code reflects Clikalia's commitment to the principles of business ethics and transparency in its various areas of activity, establishing a set of guidelines for responsible and honest behavior by management, staff, and directors in the performance of their duties. Similarly, this document is based on the principle of due control over administrators, agents, professionals, employees, and other persons subject to its authority, with the aim of preventing, detecting, responding to, and correcting any type of irregular conduct, both from a legal and ethical standpoint.

For this purpose, the Code:

• Facilitates knowledge and application of Clikalia's corporate culture, firmly based on respect for human and social rights and the effective integration of the entire workforce into the company, with respect for its diversity.
• Establishes the principle of due diligence for the prevention, detection, and eradication of irregular behavior, whatever its nature, including, among others, risk analysis, definition of responsibilities, training of employees and, where applicable, other persons directly related to the company, and the formalization of procedures, especially for the immediate notification and elimination of non-compliant behavior.
• Takes into account the principle of criminal liability of legal persons, as set out in the legal systems of the various jurisdictions where Clikalia operates, prevents and prohibits behavior that could lead to the liability of the company, its legal representatives, managers, employees, or any other person subject to the company's authority.

• Recipients

The Code is aimed at all persons who are part of Clikalia, regardless of the nature of their contract, the position they hold, or the duties they perform.

All such persons are equally obliged to know and comply with this Code and to cooperate in its proper application.

Clikalia will encourage its suppliers to adopt conduct consistent with that defined in this Code.

The application of the Code may be contractually extended to any other individual or legal entity that maintains commercial, collaborative, or participatory relationships with Clikalia when, due to the purpose of that relationship, their activities may affect the Company's reputation.

• Roles of the persons involved
  • Management

The active participation of management is essential to convey a clear message to all interested parties, through words and actions, that Clikalia will fulfill its obligations, thus setting an example for everyone.

Consequently, it will ensure the allocation of the necessary resources to establish, develop, implement, evaluate, maintain, and improve the Culture of Compliance at Clikalia and compliance, in particular, with this Code and its own Commitment to Compliance.

Adopt values that promote Honesty, Commitment, Professionalism, Discretion, Responsibility, and Transparency.

You are expected to pay the utmost attention to compliance with the values and principles of this Code, both in your own actions and in those of the employees under your management, and to demonstrate, in all your actions, a clear and proactive commitment to the objectives of this Code.

You should also promote an environment in which employees and their families or dependents feel free to express their concerns without fear of reprisals and to actively participate in the management and resolution of incidents and issues related to compliance with the Code.

• General Management and Area Directorates

The General Management and Area Directors are expected to demonstrate leadership and commitment in complying with this Code of Ethics and to be a model for employees.

They are expected to pay the utmost attention to compliance with the values and principles of this Code, both in their own actions and in those of the employees under their management.

They should also promote an environment in which employees feel free to express their concerns without fear of retaliation and actively participate in the management and resolution of incidents and issues related to compliance with the Code of Ethics.

• Workers

Employees must be committed to the values and principles set out in the Code and must perform their duties in accordance with the policies, procedures, and processes established and approved at any given time.

Employees are also expected to participate in all training initiatives offered to them or even to propose training activities that may be of general interest to everyone within the scope of the regulatory standards in force.

Finally, employees should feel free to report concerns, questions, or flaws in the system, either directly to their manager or through the ethics channel. They should be a source of feedback for Clikalia with the aim of ensuring continuous improvement.

• Commitments and Conduct Guidelines

All persons involved in complying with this Code undertake to comply with and respect, at all times, the legal rules in force in all their areas of activity and, in particular, in certain areas listed here.

• Discovery and Disclosure of Secrets. Personal Data Protection and Computer Damage

Confidentiality is an important pillar of Clikalia's activity.

All Clikalia members who have access to personal data and other information related to the activity are required to comply with the duty of secrecy and the commitment to confidentiality.

Clikalia will process the personal data necessary for the proper provision of its services in accordance with applicable data protection regulations and, in particular, the provisions of Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016, on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (RGPD).

To this end, all persons who have access to personal data or other internal information related to the activity must respect and comply with all technical and organizational measures that have been implemented.

Clikalia will only process personal data for legitimate purposes and with the informed consent of the data subject, with the exceptions provided for by law. Likewise, the security measures established for the protection of this data must be complied with, thus preventing its alteration, loss, unauthorized processing, or access.

Internal procedures and standards established primarily for the protection of personal data must be complied with. All confidential information accessed must be protected to prevent it from becoming known to persons outside Clikalia, whether through intentional action or negligence.

Clikalia will maintain, for an indefinite period, the utmost confidentiality and will not disclose or use, directly or through third parties or companies, the information to which it has access. These obligations will remain in force even after the relationship with Clikalia has ended.

On the other hand, all Clikalia employees undertake not to carry out boycotts or actions that obstruct the functioning of the company's computer systems or those of third parties to which they have access (such as public body platforms, banking institutions, among others), and not to use them for illegal purposes against privacy or to violate guidelines on non-discrimination, workplace harassment, or any other reason unrelated to work purposes.

The company's computer systems will not be used abusively, nor for personal purposes or actions that may affect Clikalia's reputation.

•  Heritage and socio-economic action

Clikalia advocates responsible action at all times with a view to preserving and protecting its own assets as a fundamental part of its business.

Clikalia employees will always act with transparency in financial management to prevent irregularities such as misappropriation, fraud, or insolvency.

In its contact with its customers, Clikalia establishes conditions for responsible behavior with the aim of offering transparency and quality of service at all times.

The Management Body and employees dedicated to accounting or financial work must at all times comply with the appropriate protocols for accountability, authorizations for the availability of economic resources, and any other means of economic control.

• Anti-corruption

Clikalia fights corruption in all its forms.

The organization “Transparency International” defines corruption as “the abuse of power for private gain.” Corruption can take many forms, such as bribery ("offering or receiving any gift, loan, fee, reward, or any other advantage to any person as a means of inducing dishonest or illegal conduct in the management of a company“) or extortion (”directly or indirectly using access to a position of power or an informational advantage to make unjustified demands on others to obtain cooperation or money through coercive threats").  Clikalia rejects any practice within its organization that could be considered corruption, whether in the private or public sphere, as well as any illegal payments.

To this end, an Internal Anti-Corruption Policy has been approved, which will be mandatory for all persons involved, as a complement to this Code.

• Intellectual and industrial property

Clikalia employees must respect their own and others' intellectual and industrial property rights, including, but not limited to, patents, trademarks, domain names, copyright (including software copyright), design rights, database extraction rights, and technical knowledge rights.

The use of works, creations, or distinctive signs of intellectual or industrial property belonging to third parties is expressly prohibited without proving that Clikalia has the corresponding rights and/or licenses.

Only duly authorized Clikalia trademarks, images, and texts may be used in marketing and advertising activities.

In its relations with third parties, Clikalia will scrupulously follow the rules and procedures relating to the protection of intellectual and industrial property to avoid the violation of rights.

• Obligations to the Treasury and Social Security

Clikalia undertakes to comply with current legislation in all areas of its activity with regard to its obligations to the Tax Authority and Social Security, rejecting any type of fraud.

With regard to tax obligations, Clikalia, with the collaboration of its employees, undertakes to:

• Reduce significant tax risks and avoid behaviors that are likely to create them.
• Avoid the use of opaque structures for tax purposes, understood as those which, through the interposition of special purpose vehicles via tax havens or territories that do not cooperate with tax authorities, are designed to prevent the Tax Authority from knowing the ultimate responsible party for the activities or the ultimate owner of the assets or rights involved.
• Work with the Tax Authority to detect and find solutions to fraudulent tax practices that may be developed in the markets where Clikalia operates, in order to eradicate existing practices and prevent their proliferation.

• Accounting and economic transparency and prevention of money laundering and terrorist financing.

Clikalia undertakes to provide a true and fair view of its economic and financial situation, maintaining transparency in its annual accounts and other accounting documents.

Therefore, Clikalia employees, especially those engaged in administrative, accounting, and financial tasks, must act with complete transparency in the economic management of the company, complying at all times with obligations relating to accountability, authorizations for the availability of economic resources, and any other means of economic control.

Under no circumstances may they falsify economic and financial information and/or carry out actions aimed at:

• Failure to maintain accounting, books, and tax records for companies.
• Maintaining different accounts that, in relation to the same activity and fiscal year, conceal or simulate the true situation of the companies.
• Not recording commercial transactions, acts, operations, or, in general, economic transactions, or recording them with values different from the true values.
• Make fictitious accounting entries.

Furthermore, in order to prevent irregularities in payments and crimes of money laundering and terrorist financing, it is prohibited to receive or transmit goods knowing that they originate from a criminal activity, committed by oneself or by third parties, or to perform any other act to conceal or disguise the illicit origin, or to assist the person who participated in the offense to evade the legal consequences of their actions.

It is therefore strictly prohibited:

• Accepting payments made with knowledge of the illicit origin of the money.
• Accepting payments in cash, bearer checks, or foreign currency, under unusual or non-contractual conditions, which are found to originate from criminal activities.
• Establish commercial relationships, both nationally and internationally, with companies that do not provide adequate information about their legality.
• Importing, exporting, trading, possessing, or circulating prohibited or protected goods.

• Market Defence

Clikalia competes fairly in the market and does not allow its employees to act in a deceptive, fraudulent, or malicious manner. To this end, Clikalia promotes its services based on objective and transparent standards in its commercial activities, avoiding misleading, ambiguous, or inaccurate information.

This promotes transparency and accurate, timely, and appropriate information.

• Labour rights

Clikalia respects the legally recognized labor rights of all its employees with regard to union rights, decent working conditions, and contractually regulated working conditions in accordance with applicable legislation, both for national and foreign employees.

With regard to the hiring of non-EU nationals, their rights are respected in all circumstances, but so are the obligations relating to the verification of appropriate entry or work permits in the EU.

Any form of forced or coerced labor is strictly prohibited. The work offered by Clikalia will always be freely chosen, and workers will be free to resign in accordance with applicable regulations, without being forced or coerced to remain with the company.

Likewise, discrimination in employment and professional activity on the basis of race, color, sex, religion, political opinion, national origin, social origin, or physical or mental disability is strictly prohibited.

Selection processes must be based on the ability to perform the job offered, without distinction, exclusion, or preference based on other grounds.

Furthermore, any type of harassment in the workplace is strictly prohibited and will be sanctioned if detected. To this end, all members of Clikalia are required to be familiar with and comply with the Sexual Harassment Prevention Protocol and the Workplace Harassment Prevention Protocol, which complement this Code.

Clikalia supports the eradication of child labor, which should be considered a violation of human rights. Therefore, the minimum age for employment or any type of activity such as an internship at the company has been set at 18 years old (or with mandatory parental consent, in accordance with current legislation).

• Occupational Health and Safety

The Constitution of the International Labor Organization (OIT) establishes the principle of protecting workers against occupational diseases and accidents.

Clikalia complies with its obligations regarding occupational risk prevention and, to this end, has engaged a specialized company as an External Prevention Service to identify the risks associated with its activity and manage possible contingencies.

Workers are required to comply with the rules and measures in the field of occupational risk prevention in order to achieve a healthy working environment. In this regard, the presence in the workplace of any person under the influence of drugs, alcohol, or hallucinogenic substances is strictly prohibited, as is their ingestion and/or consumption during the working day.

In the event of the detection of new situations that pose a risk to their health or safety, Employees must inform the Company, which in turn will inform the Prevention Service.

• Fundamental Rights and Public Freedoms

Article 1 of the Constitution of the Portuguese Republic (hereinafter “CRP”) establishes that “Portugal is a sovereign Republic, based on human dignity and the will of the people, and committed to building a free, fair, and supportive society.”

Article 13 of the CRP provides that "No one shall be privileged, benefited, prejudiced, deprived of any right or exempt from any duty on the basis of ancestry, sex, race, language, territory of origin, religion, political or ideological convictions, education, economic situation, social condition, or sexual orientation.”

And Article 16 of the CRP stipulates that “1. The fundamental rights enshrined in the Constitution do not exclude any others contained in applicable laws and rules of international law. 2. Constitutional and legal provisions relating to fundamental rights must be interpreted and integrated in harmony with the Universal Declaration of Human Rights.”

In addition, the Universal Declaration of Human Rights states that: “All human beings are born free and equal in dignity and rights.”

"Human rights are inherent to all human beings, without distinction of any kind, such as nationality, place of residence, sex, national or ethnic origin, color, religion, language, or any other status. We all have the same human rights, without any kind of discrimination. These rights are interrelated, interdependent, and indivisible. Office of the High Commissioner for Human Rights (OHCHR).

Clikalia supports and respects the protection of human rights and fundamental freedoms.

Any demonstrations or actions of any kind that encourage or promote hatred, hostility, discrimination, or violence against people in the company for racist, anti-Semitic, or other reasons related to ideology, religion, or beliefs, family situation, membership in an ethnic group, race, or nation, national origin, sex, sexual orientation or identity, gender, illness, or disability are strictly prohibited.

• Commitment to Environmental Protection.

Article 66 of the CRP establishes that everyone has the right to a humane, healthy, and ecologically balanced living environment, as well as the duty to defend it. It is incumbent upon the State, through its own agencies and with the involvement and participation of citizens, to ensure the right to the environment within the framework of sustainable development.

In this regard, Clikalia is committed to maintaining a preventive approach that promotes environmental conservation.

Workers are required to follow existing procedures in this area and to comply with environmental laws and regulations that affect them in the performance of their duties in activities that may pose a high risk to natural resources and the environment.

By properly managing environmental risks, Clikalia aims to reduce the environmental impact of its services.

• Proceedings before inspection bodies

All Clikalia employees are required to cooperate at all times with supervisory bodies that may request information in the context of a proceeding or inspection relating to the company's activities.

The most common inspections will come from the Tax Authority, the Authority for Working Conditions (ACT), the Bank of Portugal, the National Data Protection Commission, the Institute for Public Markets, Real Estate, and Construction (IMPIC), or other supervisory bodies in the sector in which Clikalia provides its services.

Therefore, when faced with an inspection, we must:

• Once notified of the visit or arrival of the inspection, we will ensure that all possible persons involved will be present on that day to respond appropriately to their requests.
• On the day of the inspection, cooperate with the inspection at all times.
• Any maneuver that delays, hinders, or obstructs the inspection should be avoided.
• Any disclosure of information or decision-making must be approved by the Board of Directors, which shall be the only body authorized to disclose documentation.

• Conduct of an honest professional conduct

Professionalism, honesty, and self-control in their actions and decisions are the guiding criteria for employee conduct:

• Professionalism, which means acting with diligence, responsibility, efficiency, transparency, and observance of the rules of good faith, aiming for excellence in results.
• Honesty, which consists of acting with loyalty, honesty, integrity, good faith, objectivity, and in accordance with the interests of the Company, its values, and the Code of Ethics.
• Self-control in actions and decision-making, which means that any action taken by employees must be based on four basic premises:

- Ethically acceptable action.

- Legally valid action.

- Desirable action for the company.

- That the employee is willing to take responsibility for it.

In cases of intimate or similar relationships between employees, whenever one of the parties is required to make decisions that may directly or indirectly affect the other, they must refrain from doing so and delegate the decision to their direct superior.

• Conflicts of Interest

Clikalia employees must avoid any situation that could give rise to a conflict between their personal interests and those of the company. They must not use their position within the company to obtain personal, financial, or business opportunities for themselves.

Any situation that may constitute a potential conflict of interest must be reported to the Compliance Committee.

• Dissemination of the Code

This Code will be distributed to all relevant stakeholders and made available on the website https://clikalia.canalhelas.com/home and on Factorial.
Furthermore, dedicated communication, training, and awareness initiatives will be carried out to ensure that the Code is fully understood and effectively implemented by all parties concerned.

• Ethics Channel

All recipients of this Code are required to report to their line manager or the Compliance Committee any breaches or misconduct they may observe in the course of their professional activities.

To foster open interaction with all stakeholders, Clikalia has established its Ethics Channel as the official means of communication for reporting or raising alerts, submitting suggestions, or seeking guidance on all matters related to the prevention and detection of wrongdoing within the company, accessible via: https://clikalia.canalhelas.com/home

The Channel is a communication tool available to all employees, clients, suppliers, and other third parties, through which irregularities, breaches, and behavior contrary to ethics and legality can be reported.

All internal and external stakeholders may—and should—report any conduct or actions that are unlawful, criminal, or contrary to applicable legislation or the company’s internal regulations.

This channel may be used to report potential irregular conduct, such as:

• Irregular actions related to clients.
• Misappropriation of resources.
• Bribery and corruption.
• Accounting or auditing issues.
• Breaches of confidentiality or misuse of company or client information.
• Conflicts of interest.
• Harassment, discrimination, or mistreatment in the workplace.
• Violations of workers’ rights.

Any person using this channel in good faith will be protected against any form of discrimination or retaliation based on their report. However, it should be noted that false or defamatory communications may give rise to disciplinary measures or legal proceedings.

The identity of the reporting individual will not be disclosed to third parties, nor to the person allegedly involved, except where disclosure is necessary for individuals directly engaged in any subsequent investigation or in judicial proceedings arising therefrom.

Employees may also report any breach or misconduct observed in the course of their professional activities by email at: etica@clikalia.com

• Disciplinary Regime

If a breach of the rules of conduct established in this Code of Ethics is detected, and once the facts have been duly investigated and assessed, immediate action will be taken, and appropriate disciplinary measures will be applied in the workplace. These measures will be independent of any judicial proceedings that may be initiated against the person involved.

Where there is sufficient evidence of a criminal offense, the matter will also be reported to the competent authorities (Public Prosecutor’s Office and other judicial bodies).

The Disciplinary Regime is governed by the applicable labor legislation in force and, in particular, by the Portuguese Labor Code (Law no. 7/2009, of 12 February).

• Compliance Committee

Clikalia has appointed a Compliance Committee, whose main function, among others, is to oversee the proper development and implementation of the conduct guidelines set forth in this Code.

The Compliance Committee is responsible for ensuring adherence to the provisions of Clikalia’s Code of Ethics, addressing conflicts that may arise in relation to the Code, and establishing action plans to resolve them while safeguarding the company’s ethical culture.

Stakeholders may contact the Compliance Committee through the Ethics Channel.

• Approval and Entry into Force

This Code of Ethics is approved by the Board of Directors and enters into force on the date of its publication, remaining valid until its annulment is formally approved.